8-KCorporate ChangesOther EventsExhibits & Filings

FIFTH THIRD BANCORP 8-K Report, Bylaw Amendment (Sep 17, 2019)

Filed September 17, 2019For Securities:FITBFITBOFITBPFITB-PIFITB-PMFITB-PAFITBIFITB-PK

Summary

Fifth Third Bancorp (FITB) has filed an 8-K detailing the amendment to its Articles of Incorporation to establish the terms of its 4.95% Non-Cumulative Perpetual Preferred Stock, Series K. This amendment became effective upon filing on September 16, 2019. The primary purpose of this filing is to inform investors about the formalization of this new preferred stock class. Following the establishment of Series K Preferred Stock, Fifth Third Bancorp announced the successful closing of an offering of 10,000,000 depositary shares, each representing a fractional interest in the Series K Preferred Stock. The company raised approximately $241.85 million in net proceeds from this offering after accounting for expenses and underwriting discounts. This move indicates Fifth Third's strategy to strengthen its capital base through the issuance of preferred equity, which can be attractive to investors seeking stable income streams.

Key Highlights

  • 1Fifth Third Bancorp established its 4.95% Non-Cumulative Perpetual Preferred Stock, Series K.
  • 2The company closed an offering of 10,000,000 depositary shares related to the Series K Preferred Stock.
  • 3Net proceeds from the depositary shares offering amounted to approximately $241.85 million.
  • 4The issuance of preferred stock aims to bolster the company's capital structure.
  • 5An Underwriting Agreement was previously entered into with major financial institutions for the offering.
  • 6The terms of the Series K Preferred Stock and the related depositary shares are now officially defined in the company's filings.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the amendment to Fifth Third Bancorp's Articles of Incorporation to formally establish the terms of its 4.95% Non-Cumulative Perpetual Preferred Stock, Series K, and to report the closing of the related depositary shares offering.

Fifth Third Bancorp raised approximately $241,854,475 in net proceeds from the sale of 10,000,000 depositary shares, after deducting estimated expenses and underwriting discounts.

The Series K Preferred Stock is a 4.95% Non-Cumulative Perpetual Preferred Stock with a $25,000 liquidation preference per share. The depositary shares represent a 1/1000th ownership interest in a share of this preferred stock.

The underwriters for the depositary shares offering included Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and UBS Securities LLC.